HSBC FTSE 100 ETF Supplement 19 August 2009
The Company and the Directors of HSBC ETFs PLC (the Directors ) listed in the Prospectus in the Management and Administration section, accept responsibility for the information contained in this Supplement. To the best of the knowledge and belief of the Company and the Directors (who have taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information. The Company and the Directors accept responsibility accordingly. HSBC FTSE 100 ETF (A sub-fund of HSBC ETFs PLC, an umbrella fund with segregated liability between sub-funds authorised by the Financial Regulator in Ireland pursuant to the European Communities (Undertakings for Collective Investment in Transferable Securities) Regulations, 2003, as amended.) This Supplement forms part of the Prospectus dated 19 August 2009 (the Prospectus ) in relation to HSBC ETFs PLC (the Company ) for the purposes of UCITS Regulations. This Supplement should be read in the context of, and together with, the Prospectus and contains information relating to the HSBC FTSE 100 ETF (the Fund ) which is a separate Fund of the Company, represented by the HSBC FTSE 100 ETF series of shares in the Company (the Shares ). At the date of this document, there is one other Fund, the HSBC FTSE 250 ETF. Prospective investors should review this Supplement and the Prospectus carefully and in their entirety. Prospective investors should consult a stockbroker, bank manager, solicitor, accountant or other financial adviser for independent advice in relation to: (a) the legal requirements within their own countries for the purchase, holding, exchanging, redeeming or disposing of Shares; (b) any foreign exchange restrictions to which they are subject in their own countries in relation to the purchase, holding, exchanging, redeeming or disposing of Shares; (c) the legal, tax, financial or other consequences of subscribing for, purchasing, holding, exchanging, redeeming or disposing of Shares; and (d) the provisions of this Supplement and Prospectus. Potential investors should consider the risk factors set out in the Prospectus and in this Fund Supplement before investing in this Fund. Investors should note that a Cash Transaction Fee of up to 3% of subscription and redemption monies may be applicable to cash transactions for Shares. The Shares will be admitted to the Official List of the United Kingdom Listing Authority pursuant to Chapter 16 of the UK Listing Rules and will be admitted to trading on the main market of London Stock Exchange. The date of this Supplement is 19 August 2009. The HSBC FTSE 100 ETF does not benefit in any manner whatsoever from the sponsoring, support, or promotion, and is not sold by FTSE International Limited (hereinafter FTSE ), London Stock Exchange Plc, the Financial Times Limited or Research Affiliates LLC (collectively designated as the Holders ). The Holders do not grant any guarantee and do not make any commitment, whether explicit or implied, as to the income to be obtained by using the FTSE 100 index (hereinafter the Index ) and/or the level at which the Index is positioned at any given moment or day or any other type. The Index is calculated by or on behalf of FTSE. The Holders shall not be held responsible (regardless of resulting from negligence or any other reason) for any error impacting the Index concerning whosoever and shall not be obliged to inform whosoever of any error impacting it. FTSE, FT-SE and Footsie are trademarks registered by the London Stock Exchange Plc and The Financial Times Limited, and are used under licence by FTSE. RAFI and Research Affiliates are trademarks owned by Research Affiliates LLC and are used under licence by FTSE. 2
Contents Index 3 General 4 Investment Objectives and Policies 5 Investment Risks 5 Subscriptions 6 Cash Transactions Settlement Period 6 Conversions 6 Redemptions 6 Fees and Expenses 7 The Shares 7 Index Description 7 Incorporation by Reference 8 3
General The following provisions shall be applicable to the Fund: Base Currency Business Day Cash Transaction Fee Creation Unit Size Dealing Day Dealing Deadline Distribution Policy Index Index Provider In-Kind Transaction Fee Listing Stock Exchange(s) Minimum Subscription (for cash) Sterling A day on which the markets in London are open and/or such other day or days as the Directors may determine excluding Days on which Significant Markets are closed. This must be notified in advance to Shareholders. A Significant Market is any market and/or exchange or combination of markets and/or exchanges where the value of the Fund s investments in those markets and/or exchanges exceeds 30% of the Net Asset Value of the Fund, calculated on a yearly basis and recorded in the Company s financial statements unless the Investment Manager determines that a different percentage and/or date should apply which it believes to be more appropriate. Up to 3%. Such fees may be waived by the Directors, in whole or in part, either generally or in any specific case, at their absolute discretion. One Creation Unit corresponds to 50,000 Shares of the Fund. The Directors reserve the right to change the size of one Creation Unit in the future if it determines that such a change would materially enhance the attractiveness of the Fund to investors. Any such change will be notified in advance to Shareholders. Every Business Day or such other day or days as the Directors may determine and notify to the Administrator and to Shareholders in advance provided there shall be at least one (1) Dealing Day per fortnight. 14.00 (Irish time) on any Dealing Day (unless otherwise agreed with the Administrator and notified in advance to Shareholders in the Fund and in any event prior to the Valuation Point). On the Dealing Day prior to 25 December and 1 January, subscription application forms must be received by 12.00 noon (Irish time) on the relevant Dealing Day of the Fund. Any properly made application received by the Administrator after the Dealing Deadline will not be accepted until the next Dealing Day. Distributions may be made at the discretion of the Directors. The Directors ordinarily intend to declare and pay dividends on the Shares of the Fund in respect of each financial year in which the total income of the Fund exceeds the fees and expenses by more than a de minimis amount determined by the Directors from time to time. Dividends will ordinarily be paid 2 times per year in January/February and July/August. Dividends may be paid by bank transfer if the Shareholder has provided account details for this purpose. The Directors intend to maintain a dividend policy which enables the Company to qualify each financial year as a "distributing Fund" for UK tax purposes. Dividends will be paid into the account of the Shareholder as notified to the Administrator. FTSE 100 Index FTSE International Limited, a company incorporated in the United Kingdom, owned jointly by the Financial Times and the London Stock Exchange. Information regarding the In-Kind Transaction Fee is available upon request from the Administrator. Such fees may be waived by the Directors, in whole or in part, either generally or in any specific case, at their absolute discretion. London Stock Exchange 5,000,000 or its equivalent in another currency or such other amount as may be determined by the Directors, provided that this may be waived by the Directors at their absolute discretion. The Administrator may reduce the minimum subscription amount if this is a requirement of the local law or practice of any country in which the Shares are offered. 4
Portfolio Composition File Price Per Creation Unit Publication Time for Portfolio Composition File Share class(es) Total Expense Ratio Valuation Point Website The Portfolio Composition File will be available on the website. The securities comprised in the Portfolio Composition File will be consistent with the investment objective and policies of the Fund. See "Investment Objective and Policies" below. The Net Asset Value per Share multiplied by 50,000. The Net Asset Value per Share will be published on each Dealing Day on the Website. By 08.00 (Irish time) on each Business Day. Sterling Until further notice, the Investment Manager has undertaken that the Total Expense Ratio for the Portfolio will be up to 0.35% per annum of the Net Asset Value of the Fund. 17.00 (Irish time) on each Dealing Day, being the close of the London Stock Exchange on each Dealing Day. The closing price is the last traded price for equity securities based on the results of the closing auction or the mid price of the best bid and offer prices at the time the market closes. www.etf.hsbc.com Investment objectives and policies u The investment objective of the Fund is to replicate the performance of the FTSE 100 Index (the Index ), while minimising as far as possible the tracking error between the Fund s performance and that of the Index. The Index is a market-capitalisation weighted index designed to measure the performance of the 100 largest companies in the United Kingdom. In seeking to achieve its investment objective, the Fund will invest in securities included in the Index in the same proportions in which they are included in the Index. All of the securities in which the Fund invests will be listed or traded on Recognised Markets, i.e. the London Stock Exchange for the HSBC FTSE 100 ETF, and as otherwise defined in the Prospectus. Accordingly, the underlying exposure is to the issuers of securities included in the Index. The Fund may avail of the higher investment limits allowed to certain indextracking funds, as described at paragraph 4 of the section of the Prospectus headed Investment Restrictions. u The Fund may use financial derivative instruments for efficient portfolio management of its assets. Efficient portfolio management means investment decisions involving transactions that are entered into for one or more of the following specific aims: the reduction of risk; the reduction of cost; or the generation of additional capital or income for the Fund with an appropriate level of risk, taking into account the risk profile of the Fund. In particular, financial derivative instruments may be used for the purpose of minimising tracking error, ie. the risk that the Fund return varies from the Index return. For example, the Fund may purchase index futures on the FTSE 100 to ensure that the Fund generates returns that match, as precisely as possible, the returns of the Index. The Fund may enter into spot and forward contracts, futures and may also enter into repurchase and reverse repurchase agreements and securities lending agreements under the conditions and within the limits stipulated by the Financial Regulator and described in Portfolio Investment Techniques in the Prospectus. Investment risks u Investment in the Fund carries with it a degree of risk including the risks described under Risk Factors in the Prospectus and the specific risk factors set out below. These investment risks are not purported to be exhaustive and potential investors should review the Prospectus and this Supplement carefully and consult with their professional advisors before making an application for Shares. Investment in the Fund is not for investors who can not afford to lose all or a significant part of their investment. u An investor should consider his/her personal tolerance for the daily fluctuations of the market before investing in the Fund. u The past performance of the Index should not be seen as an indication of the future performance of the Index or the Fund. u An investment in the Fund exposes an investor to the market risks associated with fluctuations in the Index and the value of securities comprised in the Index. The value of the Index can increase as well as decrease and the value of an investment will fluctuate accordingly. The 5
Index is limited to securities listed on the London Stock Exchange and, as such, is less diversified than broaderbased indices in terms of (i) industries, (ii) countries, and (iii) market capitalisation segments. Due to the limited numbers of securities comprised in the Index, the performance of the Index, and that of the HSBC FTSE 100 ETF, is more susceptible to the risks associated with particular companies and a single economic, political or regulatory occurrence affecting these companies. There is no guarantee that the Fund s investment objective will be achieved. The Fund is subject to tracking error, as described in the Prospectus, which is the risk that its returns may not correlate accurately to those of the Index. Furthermore, any re-weighting of the Index may increase the risk of tracking error. Subscriptions u Shares in the Fund will be available during the period which commenced on 22 July 2009 and expires on 24 August 2009 (the Closing Date ) or such later date as the Directors may determine (the Initial Offer Period ) at a price equal to the value, rounded to whole pence, of the Index at the Valuation Point on the date on which Shares are first issued (eg. if the value of the Index is 4450.12, the initial office price per Share will be 4450p/ 44.50). In order to receive Shares at the close of the Initial Offer Period, a properly completed Application Form which satisfies the application requirements, including but not limited to, full Anti-Money Laundering documentation, must be received at any time from the commencement of the Initial Offer Period up to 14.00 (Irish time) on the Closing Date and, for cash subscriptions, appropriate cleared subscription monies must be received no later than 15.00 (Irish time) on the third Business Day after the Closing Date. For in-kind subscriptions, delivery of the Portfolio Deposit must be effected by 12.00 noon (Irish time) on the third Business Day after the Closing Date. Settlement of Shares subscribed for during the Initial Offer Period will be three Business Days following the Closing Date. u Following the Initial Offer Period, Shares in the Fund will be issued in accordance with the provisions set out in the Prospectus. u On the Dealing Day prior to 25 December and 1 January, subscription application forms must be received by 12.00 noon (Irish time) on the relevant Dealing Day of the Fund. Where a subscription application form is received after 12.00 noon (Irish time), the subscription shall be held over until the next Dealing Day. Cash transactions settlement period u Subscription monies for Cash Transactions for Shares in the Fund must be received by 15.00 (Irish time) three Business Days after the Dealing Day. Any cash received after 15.00 will be deemed as late settlement and will not be moved to the Fund account until the following Business Day. In such an event the investor shall indemnify the Company and the Administrator for any loss suffered as a result of the investor s failure to transmit subscription monies in a timely fashion. The Custodian is not liable for any loss suffered due to the late payment of subscription proceeds to the Fund. u All payments should be clearly referenced with one payment per subscription trade. Conversions u A conversion request will be treated as a cash redemption request in respect of the original Class of Shares and as a cash subscription application in respect of Shares in the new Fund. On this basis and provided the original Class of Shares and the new Class of Shares have the same base currency, Shareholders will be entitled on any Dealing Day to convert any or all of their Shares of any Class in the Fund into Shares of the same Class in any other Fund of the Company except where dealings in the relevant Shares have been temporarily suspended in the circumstances described in the Prospectus. Please refer to the terms and conditions regarding subscriptions and redemptions of the relevant Fund Supplements. u When requesting the conversion of Shares as an initial investment in a Fund, Shareholders should ensure that the aggregate Net Asset Value per Share of the Shares converted is equal to or exceeds any minimum holding for the relevant Fund. In the case of a conversion of a partial holding only, the value of the remaining holding must also be at least equal to any minimum holding for the relevant Fund. If the number of Shares of the new Class to be issued on conversion is not an integral number of Shares, the Company may issue fractional Shares of the new Class or return the surplus arising to the Shareholder seeking to convert the Shares of the original Class. u Conversions will attract a Conversion Transaction Fee, being the fee payable to the Administrator as agent for the Company where, as part of a conversion of Shares, Shares are redeemed for cash and subsequently invested for cash in a different Fund. The fee payable is deducted from the redemption proceeds at the same rate as the Cash Transaction Fee as specified in the Relevant Supplement of the subscribed for Fund. Redemptions u Shareholders in the Fund may effect a redemption of Shares at the Net Asset Value per Share on any Dealing Day, provided that a written redemption request is signed by the Shareholder and received by the Administrator no later than the Dealing Deadline on the relevant Dealing 6
Day in accordance with the provisions of the Prospectus. Settlement for cash transactions will take place in accordance with the Prospectus and settlement of in-kind transactions will take place within 10 Business Days of the Dealing Day. u As per the provisions set out in the Prospectus, Redemptions proceeds (in-kind and/or in cash) will only be released where the Administrator holds full original antimoney laundering documentation. Fees and expenses u The total annual fees and operating expenses of the Fund (except for transaction charges and taxes or duty charges for portfolio re-balancing, all of which are paid separately out of the assets of the Fund) will be up to 0.35% per annum of the Net Asset Value of the Fund (the Total Expense Ratio ). Such fee shall accrue daily and be payable monthly in arrears. The Investment Manager will absorb (by reimbursement to the account of the Fund) any additional fees, costs or expenses over the Total Expense Ratio which are set out in the next paragraph as being covered by the Total Expense Ratio. The Investment Manager may increase the Total Expense Ratio up to a maximum of 1.00% per annum of the Net Asset Value of the Fund. Shareholders will be provided with advance notice (or of such period as the Financial Regulator may require from time to time) of any increase of the Total Expense Ratio up to the maximum specified above. u Expenses paid from the TER may include, but are not limited to, fees and expenses paid to the Investment Manager, regulators, auditors and certain legal costs of the Company, including establishment expenses. The shares u The HSBC FTSE 100 ETF has currently one class of Shares and as the date of this document there are no other classes of Shares in the HSBC FTSE 100 ETF. Additional classes of Shares may be added in the future in accordance with the requirements of the Financial Regulator. u The ISIN for the Shares of the HSBC FTSE 100 ETF is IE00B42TW061 u Shares are freely transferable subject to and in accordance with the provisions of the Articles and as set out in the Prospectus. u All Shares issued will be in registered form. Written confirmation of ownership will be sent to investors that have subscribed for Shares within 2 Business Days of the Dealing Day. Shares may only be issued as fully paid in whole units. Generally, Shares will be issued in Dematerialised Form in one or more Recognised Clearing and Settlement Systems, subject to the issue of a global certificate where required by a clearing system in which Shares are held. Where Shares are issued in Dematerialised Form in one or more Recognised Clearing and Settlement Systems, redemption of these Shares can only be completed by the delivery of those Shares back through that Recognised Clearing and Settlement Systems. No individual certificates for Shares will be issued by the Company. The Directors may, in their absolute discretion, refuse to accept any subscription for Shares, in whole or in part. u The Shares are expected to be admitted to the Official List of the UK Listing Authority and admitted to trading on the main market of the London Stock Exchange on 25 August 2009. Index description This section is a summary of the principal features of the FTSE 100 Index (the Index ) and is not a complete description of the Index. General u The Index is an equity index calculated, maintained and published on a real-time basis by international index supplier FTSE and is denominated in Sterling. It tracks the movements of the 100 main stocks listed on the London Stock Exchange. u The stocks comprising the Index are weighted according to their market capitalisation based on their free float with a 15 per cent. cap factor of each component of the Index. u The composition of the Index is reviewed on an annual basis according to the FTSE methodology. u The methodology of the construction of the Index is available on the FTSE internet website: www.ftse.com. u The performance tracked is that of Index closing prices. Publication of the Index u The Index is calculated on a daily basis at closing prices using the official closing stock market prices for the constituent stocks. The Index is also calculated in real time on each trading day. The closing price of the Index is available on the FTSE internet website: www.ftse.com. u The Index is available in real time via Reuters and Bloomberg. u Via Reuters: FTSE u Via Bloomberg: UKX 7
Incorporation by reference u The tables below set out the various sections of such documents which are incorporated by reference into this Supplement so as to ensure that Shareholders and others are aware of all information which, according to the particular nature of the Company and of the Shares, is necessary to enable Shareholders and others to make an informed assessment of the assets and liabilities, financial position, profits and losses and prospects of the Company and of the rights attaching to the Shares. Sections of the Prospectus incorporated by reference Destination of Incorporation Page Number in the Supplement Management and Administration Cover Page Cover Page Portfolio Investment Techniques Investment Objective and Policies 4 Risk Factors Investment Risks 4 Recognised Markets Investment Objective and Policies 4 Subscriptions, Valuations and Redemptions Conversions 5 Subscriptions, Valuations and Redemptions Redemptions 6 Memorandum and Articles of Association Shares 6 17131/0809 8